Edgar Filing: BEAR STEARNS COMPANIES INC

As filed with the Securities and Exchange Commission on December 22, 2004
Registration No. 333-108976
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
POST-EFFECTIVE AMENDMENT NO. 3 TO
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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The Bear Stearns Companies Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware 13-3286161
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)

383 Madison Avenue
New York, New York 10179
(212) 272-2000

(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)

The Bear Stearns Companies Inc.
Capital Accumulation Plan for Senior Managing Directors

The Bear Stearns Companies Inc.
Restricted Stock Unit Plan
(Full Title of the Plans)

Samuel L. Molinaro Jr.
Executive Vice President and Chief Financial Officer
The Bear Stearns Companies Inc.
383 Madison Avenue
New York, New York 10179
(212) 272-2000
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)

Copies to:
Dennis J. Block, Esq.
Cadwalader, Wickersham & Taft LLP
100 Maiden Lane
New York, New York 10038
(212) 504-6000

Explanatory Note

On September 19, 2003, The Bear Stearns Companies Inc., a Delaware
corporation (the "Company"), filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 (File No. 333-108976) in order to register an
aggregate of 40,000,000 shares of the Company's common stock, par value $1.00
per share (the "Common Stock"), which included 33,000,000 shares of Common Stock
issuable from time to time upon settlement of awards of stock units (the "CAP
Units") pursuant to the Company's Capital Accumulation Plan for Senior Managing
Directors (the "CAP Plan") and 7,000,000 shares of Common Stock issuable from
time to time upon settlement of awards of restricted stock units pursuant to the
Company's Restricted Stock Unit Plan.

This Post-Effective Amendment No. 3 to the Registration Statement is being
filed solely for purposes of registering 1,582,622 shares of Common Stock
awarded pursuant to the CAP Plan to certain employees who are affiliates of the
Company (the "Selling Stockholders") for resale by the Selling Stockholders. The
reoffer prospectus which is filed as a part of this Registration Statement has
been prepared in accordance with the requirements of Form S-3, and pursuant to
General Instruction C of Form S-8 may be used for reoffers or resales of the
shares of Common Stock that have been acquired by the Selling Stockholders
pursuant to the CAP Plan.

REOFFER PROSPECTUS

The Bear Stearns Companies Inc.

1,582,622 Shares of Common Stock

Certain of our employees, all of whom are named in this prospectus, may offer
and sell from time to time, for their own accounts up to 1,582,622 shares of our
Common Stock that they acquired pursuant to our Capital Accumulation Plan for
Senior Managing Directors. We will not receive any of the proceeds from such
sales.

The Selling Stockholders propose to sell the shares from time to time in
transactions occurring either on or off the New York Stock Exchange at
prevailing market prices or at negotiated prices. Sales may be made through
brokers or to dealers, who are expected to receive customary commissions or
discounts.

The Selling Stockholders and participating brokers and dealers may be deemed
to be "underwriters" within the meaning of the Securities Act of 1933, as
amended, in which event any profit on the sale of shares by those Selling
Stockholders and any commissions or discounts received by those brokers or
dealers may be deemed to be underwriting compensation under the Securities Act.

Bear, Stearns & Co. Inc. and/or Bear, Stearns Securities Corp., subsidiaries
of The Bear Stearns Companies Inc., may act as a broker on behalf of one or more
of the Selling Stockholders.

The Common Stock is traded on the NYSE under the symbol "BSC." On December
21, 2004, the closing price of the Common Stock on the NYSE was $102.70 per
share.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

December 22, 2004

You should only rely on the information incorporated by reference or provided
in this prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The Common Stock is not being offered in
any state where the offer is not permitted. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.

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TABLE OF CONTENTS

Page
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Where You Can Find More Information..........................................2
Forward-Looking Statements...................................................3
The Company..................................................................4
Selling Stockholders.........................................................7
Plan of Distribution.........................................................9
Experts.....................................................................10

WHERE YOU CAN FIND MORE INFORMATION

We file current, annual and quarterly reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with the Securities and Exchange Commission (the "SEC"). You
may read and copy any document we file at the SEC's public reference room
located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference room. Our SEC
filings are also available to the public from the SEC's internet site at
http://www.sec.gov. Copies of these reports, proxy statements and other
information can also be inspected at the offices of the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005.

Our public website is http://www.bearstearns.com. We make available free of
charge on our website, via a link to the SEC's internet site at
http://www.sec.gov, our annual reports on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K, proxy statements and Forms 3, 4 and 5 filed
on behalf of directors and executive officers and any amendments to such reports
filed or furnished pursuant to the Exchange Act as soon as reasonably
practicable after such material is electronically filed with, or furnished to,
the SEC.

In addition, we currently make available on http://www.bearstearns.com our
most recent annual report on Form 10-K, our quarterly reports on Form 10-Q for
the current fiscal year and our most recent proxy statement, although in some
cases these documents are not available on our website as soon as they are
available on the SEC's internet site. You will need to have on your computer the
Adobe Acrobat Reader software to view these documents, which are in the .PDF
format.

We have filed with the SEC a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to 33,000,000 shares of Common Stock issuable
pursuant to our Capital Accumulation Plan for Senior Managing Directors. This
prospectus, which constitutes a part of that Registration Statement, does not
include all the information contained in that Registration Statement and its
exhibits. For further information with respect to the Company and the Common
Stock, you should consult the Registration Statement and its exhibits.
Statements contained in this prospectus concerning the provisions of any
documents are necessarily

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summaries of those documents, and each statement is qualified in its entirety by
reference to the copy of the document filed with the SEC. The Registration
Statement and any of its amendments, including exhibits filed as a part of the
Registration Statement or an amendment to the Registration Statement, are
available for inspection and copying through the entities listed above.

The SEC allows us to "incorporate by reference" the information that we file
with them, which means that we can disclose important information to you by
referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this information.

The following documents filed by us with the SEC pursuant to Section 13 of
the Exchange Act (File No. 1-8989) and any future filings under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act made before the termination of the
offering are incorporated by reference:

(i) the Annual Report on Form 10-K (including the portions of the
Company's Annual Report to Stockholders and Proxy Statement incorporated
by reference therein) for the fiscal year ended November 30, 2003;

(ii) the Quarterly Reports on Form 10-Q for the fiscal quarters ended
February 29, 2004, May 31, 2004 and August 31, 2004;

(iii) the Current Reports on Form 8-K dated December 15, 2003, December
17, 2003, December 17, 2003, January 7, 2004, January 21, 2004, March 3,
2004, March 17, 2004, March 18, 2004, March 18, 2004, April 1, 2004, May
25, 2004, June 15, 2004, June 16, 2004, June 16, 2004, September 7, 2004,
September 22, 2004, September 22, 2004, September 22, 2004, September 27,
2004, October 29, 2004, November 4, 2004, November 18, 2004, November 29,
2004 and December 21, 2004; and

(iv) the description of the Common Stock, which is registered under
Section 12 of the Exchange Act, set forth under the caption "Description
of Capital Stock" contained in the Company's Registration Statement on
Form 10, dated September 19, 1985.

We will provide to you without charge a copy of any or all documents
incorporated by reference into this prospectus except the exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). You may request copies by writing or telephoning us at our
Investor Relations Department, The Bear Stearns Companies Inc., 383 Madison
Avenue, New York, New York 10179; telephone number (212) 272-2000.

FORWARD-LOOKING STATEMENTS

Certain statements included in or incorporated by reference into this
prospectus including (without limitation) certain matters discussed under "Legal
Proceedings," "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Quantitative and Qualitative Disclosures about
Market Risk" included in or incorporated by reference in our Annual Report on
Form 10-K for the fiscal year ended November 30, 2003 and our Quarterly Reports
on Form 10-Q for the fiscal quarters ended February 29, 2004, May 31, 2004 and
August 31, 2004, which have been filed with the SEC, are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements concerning management's expectations,
strategic objectives, business prospects, anticipated economic performance and
financial condition and other similar matters are subject to risks and
uncertainties, which could cause actual results to differ materially from those
discussed in the forward-looking statements. Forward-looking statements speak
only as of the

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date of the document in which they are made. We disclaim any obligation or
undertaking to provide any updates or revisions to any forward-looking statement
to reflect any change in our expectations or any change in events, conditions or
circumstances on which the forward-looking statement is based.

THE COMPANY

We are a holding company that, through our broker-dealer and international
bank subsidiaries, principally Bear, Stearns & Co. Inc. ("Bear Stearns"), Bear,
Stearns Securities Corp. ("BSSC"), Bear, Stearns International Limited ("BSIL")
and Bear Stearns Bank plc ("BSB"), is a leading investment banking, securities
and derivatives trading, clearance and brokerage firm serving corporations,
governments, institutional and individual investors worldwide. BSSC, a
subsidiary of Bear Stearns, provides professional and correspondent clearing
services, in addition to clearing and settling customer transactions and certain
of our proprietary transactions. In addition to conducting a substantial portion
of our operating activities through certain of our regulated subsidiaries (Bear
Stearns, BSSC, BSIL and BSB), we also conduct significant activities through
other wholly-owned subsidiaries including: Bear Stearns Global Lending Limited
("BSGL"), Custodial Trust Company ("CTC"), Bear Stearns Financial Products Inc.
("BSFP"), Bear Stearns Capital Markets Inc. ("BSCM"), EMC Mortgage Corporation
("EMC"), Bear Stearns Commercial Mortgage Inc. ("BSCMI"), Bear Stearns Credit
Products Inc. ("BSCPI") and Bear Stearns Forex Inc. ("BSFX").

Our business includes:

o market-making and trading in US government, government agency, corporate debt
and equity, mortgage-related, asset-backed, municipal securities and high
yield products;

o trading in options, futures, foreign currencies, interest rate swaps and
other derivative products;

o securities, options and futures brokerage;

o providing securities clearance services;

o managing equity and fixed income assets for institutional and individual
clients;

o financing customer activities;

o securities lending;

o securities and futures arbitrage;

o involvement in specialist activities on the NYSE, American Stock Exchange LLC
and International Securities Exchange;

o underwriting and distributing securities;

o arranging for the private placement of securities;

o assisting in mergers, acquisitions, restructurings and leveraged
transactions;

o making principal investments in leveraged acquisitions;

o engaging in commercial real estate activities;

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o investment management and advisory services; and

o fiduciary, custody, agency and securities research services.

Our business is conducted:

o from our principal offices in New York City;

o from domestic regional offices in Atlanta, Boston, Chicago, Dallas, Denver,
Los Angeles, San Francisco and San Juan;

o from representative offices in Beijing, Herzliya, Hong Kong, Sao Paulo and
Shanghai;

o through international offices in Dublin, Hong Kong, London, Lugano, Milan,
Singapore and Tokyo; and

o through joint ventures with other firms in Belgium, Greece, Spain and Sweden.

Our international offices provide services and engage in investment
activities involving foreign clients and international transactions.
Additionally, certain of these foreign offices provide services to US clients.

Bear Stearns and BSSC are broker-dealers and investment advisers registered
with the SEC. Bear Stearns and/or BSSC are also members of the NYSE, all other
principal US securities and futures exchanges, the National Association of
Securities Dealers, Inc. ("NASD"), the Commodity Futures Trading Commission, the
National Futures Association and the International Securities Exchange. Bear
Stearns is a "primary dealer" in US government securities as designated by the
Federal Reserve Bank of New York.

BSIL is a full service broker-dealer based in London and among other European
exchanges, is a member of Eurex Deutschland, the International Petroleum
Exchange, Euronext Liffe, Euronext Paris and NASDAQ Europe. BSIL is supervised
by and is regulated in accordance with the rules of the Financial Services
Authority.

BSB is an Ireland-based bank, which was registered in 1996 and subsequently
granted a banking license on April 10, 1997 under the Irish Central Bank Act,
1971. BSB allows our existing and prospective clients the opportunity of dealing
with a banking counterparty.

BSGL provides loans to certain Bear Stearns customers. BSGL is incorporated
in the Cayman Islands.

CTC, an FDIC insured New Jersey state chartered bank, offers a range of
trust, lending and securities-clearance services. CTC provides us with banking
powers including access to the securities and funds-wire services of the Federal
Reserve System. CTC provides trust, custody, agency and securities lending
services for institutional accounts; commercial and margin lending; the
clearance of government securities for institutions and dealers; and the
processing of mortgage and mortgage-related products, including derivatives and
collateralized mortgage obligations products. At November 30, 2003, CTC held
approximately $107 billion of assets for clients, including institutional
clients such as pension funds, mutual funds, endowment funds and insurance
companies.

BSFP transacts business as a triple-A-rated counterparty to eligible clients,
offering a wide range of fixed income and equity derivative products. Eligible
clients are those rated A3 or better by Moody's

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Investors Service, Inc. and A- or better by Standard & Poor's Ratings Services
or counterparties acceptable to both rating agencies. BSFP transfers its market
risk associated with derivative transactions to BSCM, an affiliate of BSFP and
one of our wholly-owned subsidiaries. BSFP is incorporated in the state of
Delaware.

BSCM is engaged in fixed income derivatives transactions and hedges
associated therewith. BSCM is incorporated in the state of Delaware.

EMC, is a HUD and Freddie MAC approved lender based in Irving, Texas. EMC
purchases both conforming and non-conforming, investment-grade and
non-investment grade, conventional fixed rate and adjustable rate residential
mortgage loans with servicing released or retained and sells such loans to
investors. EMC also purchases and sells residual certificates and mortgage
servicing rights. In addition, through a subsidiary, EMC may originate
commercial construction loans through approved brokers.

BSCMI activities benefit mortgage customers by providing a source for owners
of property to finance commercial, multifamily, and manufactured housing
community properties, including the placement of these loans through mortgage
bankers in the states in which it is duly licensed or exempted.

BSCPI is engaged in credit derivatives transactions and hedges associated
therewith. BSCPI is incorporated in the state of Delaware.

BSFX is a foreign exchange dealer engaged in foreign currency transactions
and hedges associated therewith. BSFX is incorporated in the state of Delaware.

We are incorporated in the State of Delaware. Our principal executive office
is located at 383 Madison Avenue, New York, New York 10179, and our telephone
number is (212) 272-2000. Our internet address is http://www.bearstearns.com. In
this prospectus, the terms "Company," "we," "us" and "our" refer only to The
Bear Stearns Companies Inc. excluding its consolidated subsidiaries.

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SELLING STOCKHOLDERS

This prospectus relates to shares of Common Stock that have been acquired by
the Selling Stockholders named below pursuant to our Capital Accumulation Plan
for Senior Managing Directors.

Each of the Selling Stockholders is an employee of the Company or one of its
subsidiaries and is a Senior Managing Director of Bear Stearns. The following
table sets forth:

o the name and principal position or positions over the past three years
with the Company of each Selling Stockholder (other than such Selling
Stockholder's current position as a Senior Managing Director of Bear
Stearns);

o the number of shares of Common Stock each Selling Stockholder beneficially
owned as of December 15, 2004;

o the number of shares of Common Stock acquired by each Selling Stockholder
pursuant to the CAP Plan and being registered under this Registration
Statement, some or all of which shares may be sold pursuant to this
prospectus; and

o the number of shares of Common Stock and the percentage, if 1% or more, of
the total class of Common Stock outstanding to be beneficially owned by
each Selling Stockholder following this offering, assuming the sale
pursuant to this offering of all shares acquired by such Selling
Stockholder pursuant to the CAP Plan and registered under this
Registration Statement.

Certain of the Selling Stockholders may sell some or all of the shares listed
below from time to time in order to satisfy tax obligations incurred in
connection with the receipt of awards of Common Stock pursuant to the CAP Plan.
There is no assurance that any of the Selling Stockholders will sell any or all
of the shares offered by them under this Registration Statement. The address of
each Selling Stockholder is c/o The Bear Stearns Companies Inc., 383 Madison
Avenue, New York, New York 10179.

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Shares Beneficially
Owned After this
Offering
--------------------------
Shares Shares
Position(s) with Beneficially Covered by
Selling Stockholder the Company Owned (1)(2)(3) this Prospectus Number Percent
------------------------------------------------------------------------------------------------------------------------

James E. Cayne (4) Chairman of the 6,080,486 354,849 5,725,637 5.49%
Board and Chief
Executive Officer
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Mark E. Lehman (5) Executive Vice 222,777 45,954 176,823 *
President
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Michael Minikes (a)(6) Treasurer 384,808 26,778 358,030 *
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Samuel L. Molinaro Jr. Executive Vice 95,448 26,301 69,147 *
President and Chief
Financial Officer
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Alan D. Schwartz President and 1,253,735 186,801 1,066,934 1.02%
Co-Chief Operating
Officer
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Warren J. Spector (7) President and 2,418,144 941,939 1,476,205 1.39%
Co-Chief Operating
Officer
------------------------------------------------------------------------------------------------------------------------

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* Less than one percent (1%).

(a) Former member of the Board of Directors of the Company.

(1) Nature of beneficial ownership is sole voting and investment power except as
indicated in subsequent notes.

(2) Includes shares of Common Stock owned by the Selling Stockholders through
The Bear Stearns Companies Inc. Employee Stock Ownership Plan (the "ESOP").
Shares owned by the ESOP that are allocated to employees' accounts are voted
on a "pass through" basis by the employees to whose accounts such shares are
allocated. Shares not allocated to accounts and allocated shares for which
voting directions have not been received are voted by the trustee of the
ESOP in proportion to the manner in which allocated shares are directed to
be voted by participants in the ESOP.

(3) Does not include an aggregate of 2,419,650 shares underlying units credited
under the CAP Plan to the indicated individuals because such individuals
neither have the present ability to direct the vote nor the ability to
dispose of such shares and will not have such rights within 60 days. Does
not include an aggregate of 13,142 shares underlying units granted under a
one-time long term incentive award to the indicated individuals because such
individuals neither have the present ability to direct the vote nor the
ability to dispose of such shares and will not have such rights within 60
days.

(4) Includes 45,669 shares of Common Stock owned by Mr. Cayne's wife, as to
which shares Mr. Cayne disclaims beneficial ownership. Includes 216,515
shares of Common Stock held by a charitable trust, as to which shares Mr.
Cayne disclaims beneficial ownership. Does not include 217,654 shares of
Common Stock held by trusts established for Mr. Cayne's children, as to
which shares Mr. Cayne disclaims beneficial ownership. Does not include
8,148 shares of Common Stock owned by the children of Mr. Cayne, as to which
shares Mr. Cayne disclaims beneficial ownership.

(5) Includes 22,360 shares of Common Stock subject to presently exercisable
stock options and 34,320 shares of Common Stock acquired pursuant to the CAP
Plan, as to which Mr. Lehman disclaims beneficial ownership. Pursuant to a
Property Settlement Agreement, dated November 17, 2004, Mr. Lehman
transferred the economic benefit of these shares to his wife. Under the
Property Settlement Agreement, Mr. Lehman's wife may be deemed the indirect
beneficial owner of these shares, and is entitled to the receipt of 22,360
shares upon the exercise of the related stock options and 34,320 shares
acquired pursuant to the CAP Plan.

(6) Does not include 1,780 shares of Common Stock owned by Mr. Minikes' wife, as
to which shares Mr. Minikes disclaims beneficial ownership.

(7) Does not include 636 shares of Common Stock owned by Mr. Spector's wife, as
to which shares Mr. Spector disclaims beneficial ownership.

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PLAN OF DISTRIBUTION

Shares covered by this prospectus will be sold by the Selling Stockholders as
principals for their own account. We will not receive any proceeds from sales of
any shares by Selling Stockholders.

The Selling Stockholders or their pledgees, donees, transferees or other
successors in interest (including Bear Stearns to the extent that shares may be
sold from a margin account) may sell shares pursuant to this prospectus from
time to time:

o in transactions (including one or more block transactions) on the NYSE;

o in the public market off the NYSE;

o in privately negotiated transactions;

o through put or call options transactions relating to the shares; or

o in a combination of such transactions.

Each sale may be made either at the market price prevailing at the time of sale
or at a negotiated price. Sales may be made through brokers or to dealers, and
such brokers or dealers may receive compensation in the form of commissions or
discounts not exceeding those customary in similar transactions. Any shares
covered by this prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all brokerage commissions and other
expenses incurred by a Selling Stockholder will be borne by that Selling
Stockholder.

The Selling Stockholders and any dealer acting in connection with the
offering or any broker executing a sell order on behalf of a Selling Stockholder
may be deemed to be "underwriters" within the meaning of the Securities Act, in
which event any profit on the sale of shares by a Selling Stockholder and any
commissions or discounts received by any such broker or dealer may be deemed to
be underwriting compensation under the Securities Act. In addition, any such
broker or dealer may be required to deliver a copy of this prospectus to any
person who purchases any of the shares from or through such broker or dealer.

Bear Stearns and/or BSSC may act as a broker on behalf of one or more of the
Selling Stockholders in connection with sales under this prospectus and may
receive customary commissions in connection therewith. Bear Stearns and BSSC are
member firms of the NASD and their activities in connection with the offering
will conform to the requirements set forth in Rule 2720 of the NASD Conduct
Rules.

In order to comply with the securities laws of certain states, if applicable,
the shares will be sold only through registered or licensed brokers or dealers.

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EXPERTS

The consolidated financial statements and the related financial statement
schedules included or incorporated by reference in our 2003 Annual Report on
Form 10-K for the year ended November 30, 2003 have been incorporated by
reference in this prospectus and have been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their reports, which
are incorporated in this prospectus by reference, and have been so incorporated
in reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing.

With respect to the unaudited interim financial information for the periods
ended February 29, 2004, May 31, 2004 and August 31, 2004 and February 28, 2003,
May 31, 2003 and August 31, 2003, which is incorporated herein by reference,
Deloitte & Touche LLP, an independent registered public accounting firm, have
applied limited procedures in accordance with standards of the Public Company
Accounting Oversight Board (United States) for a review of such information.
However, as stated in their reports included in the Company's Quarterly Reports
on Form 10-Q for the quarters ended February 29, 2004, May 31, 2004 and August
31, 2004, which are incorporated by reference herein, they did not audit and
they do not express an opinion on the interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
Deloitte & Touche LLP are not subject to the liability provisions of Section 11
of the Securities Act for their reports on the unaudited interim financial
information because those reports are not "reports" or a "part" of the
registration statement prepared or certified by an accountant within the meaning
of Sections 7 and 11 of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Company with the SEC pursuant to Section
13 of the Exchange Act (File No. 1-8989), are incorporated herein by reference:
(i) the Annual Report on Form 10-K (including the portions of the Company's
Annual Report to Stockholders and Proxy Statement incorporated by reference
therein) for the fiscal year ended November 30, 2003; (ii) the Quarterly Reports
on Form 10-Q for the fiscal quarters ended February 29, 2004, May 31, 2004 and
August 31, 2004; (iii) the Current Reports on Form 8-K dated December 15, 2003,
December 17, 2003, December 17, 2003, January 7, 2004, January 21, 2004, March
3, 2004, March 17, 2004, March 18, 2004, March 18, 2004, April 1, 2004, May 25,
2004, June 15, 2004, June 16, 2004, June 16, 2004, September 7, 2004, September
22, 2004, September 22, 2004, September 22, 2004, September 27, 2004, October
29, 2004, November 4, 2004, November 18, 2004, November 29, 2004 and December
21, 2004; and (iv) the description of the Common Stock, which is registered
under Section 12 of the Exchange Act, set forth under the caption "Description
of Capital Stock" contained in the Company's Registration Statement on Form 10,
dated September 19, 1985. All documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of
this Registration Statement and prior to the filing of a post-effective
amendment indicating that all securities offered hereby have been sold or
deregistering all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not Applicable.

Item 6. Indemnification of Directors and Officers.

Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers in certain
circumstances.

Article VIII of the Company's Restated Certificate of Incorporation provides
for indemnification of directors and officers of the Company against certain
liabilities incurred as a result of their duties as such and also provides for
the elimination of the monetary liability of directors for certain actions as
such. The Company's Restated Certificate of Incorporation is filed as Exhibit
4(a)(1) to the Registration Statement on Form S-3 (No. 333-57083) filed June 17,
1998, and the Certificate of Amendment of Restated Certificate of Incorporation,
dated April 2, 2001, is filed as Exhibit 4(a)(2) to the Registration Statement
on Form S-8 (No. 333-92357) filed June 14, 2001.

We have in effect reimbursement insurance for our directors' and officers'
liability claims and directors' and officers' liability insurance indemnifying,
respectively, ourselves and our directors and officers within specific limits
for certain liabilities incurred by them, subject to the conditions and
exclusions and deductible provisions of the policies.

For the undertaking with respect to indemnification, see Item 9.

II-1

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Exhibit No. Description
----------- -----------

4(a)(1) -- Restated Certificate of Incorporation of the registrant
(incorporated by reference to Exhibit 4(a)(1) to the
Registration Statement on Form S-3 (File No.
333-57083)).

4(a)(2) -- Certificate of Amendment of Restated Certificate of
Incorporation of the registrant (incorporated by
reference to Exhibit 4(a)(2) to the Registration
Statement on Form S-8 (File No. 333-92357)).

4(a)(3) -- Certificate of Stock Designation relating to the
registrant's 6.15% Cumulative Preferred Stock, Series E
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on January 14,
1998).

4(a)(4) -- Certificate of Stock Designation relating to the
registrant's 5.72% Cumulative Preferred Stock, Series F
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on April 20,
1998).

4(a)(5) -- Certificate of Stock Designation relating to the
registrant's 5.49% Cumulative Preferred Stock, Series G
(incorporated by reference to Exhibit 1.4 to the
Registration Statement on Form 8-A filed on June 18,
1998).

4(a)(6) -- Certificate of Elimination of the Cumulative Convertible
Preferred Stock, Series A; Cumulative Convertible
Preferred Stock, Series B; Cumulative Convertible
Preferred Stock, Series C; and Cumulative Convertible
Preferred Stock, Series D of the registrant
(incorporated by reference to Exhibit 4(d)(9) to the
Current Report on Form 8-K filed on January 15, 2002).

4(a)(7) -- Certificate of Elimination of the 7.88% Cumulative
Convertible Preferred Stock, Series B of the registrant
(incorporated by reference to Exhibit 4(d)(10) to the
Current Report on Form 8-K filed on January 15, 2002).

4(a)(8) -- Certificate of Elimination of the 7.60% Cumulative
Convertible Preferred Stock, Series C of the registrant
(incorporated by reference to Exhibit 4(d)(11) to the
Current Report on Form 8-K filed on January 15, 2002).

II-2

Exhibit No. Description
----------- -----------

4(a)(9) -- Certificate of Elimination of the Adjustable Rate
Cumulative Preferred Stock, Series A of the registrant
(incorporated by reference to Exhibit 4(a)(9) to the
Post-Effective Amendment No. 2 to Registration Statement
on Form S-8 (File No. 333-108976)).

4(b) -- Amended and Restated By-laws of the registrant as
amended through January 8, 2002 (incorporated by
reference to Exhibit 4(d)(6) to the Current Report on
Form 8-K filed on January 15, 2002).

5 -- Opinion of Cadwalader, Wickersham & Taft LLP (previously
filed with the Registration Statement on Form S-8 (File
No. 333-108976)).

10(a) -- The Bear Stearns Companies Inc. Capital Accumulation
Plan for Senior Managing Directors (amended and restated
as of October 28, 1999 and further amended as of March
31, 2004) (incorporated by reference to Exhibit 10(a)(1)
to the Quarterly Report on Form 10-Q for the fiscal
quarter ended May 31, 2004, filed on July 15, 2004).

10(b) -- The Bear Stearns Companies Inc. Capital Accumulation
Plan for Senior Managing Directors (amended and restated
November 29, 2000 for plan years beginning on or after
July 1, 1999, and further amended as of March 31, 2004)
(incorporated by reference to Exhibit 10(a)(2) to the
Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2004, filed on July 15, 2004).

10(c) -- The Bear Stearns Companies Inc. Restricted Stock Unit
Plan (amended and restated as of March 31, 2004)
(incorporated by reference to Exhibit 10(a)(4) to the
Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2004, filed on July 15, 2004).

23(a) -- Consent of Deloitte & Touche LLP.

23(b) -- Consent of Cadwalader, Wickersham & Taft LLP (included
in Exhibit 5 to the Registration Statement on Form S-8
(File No. 333-108976)).

24 -- Power of attorney (included in the signature pages to
the Registration Statement on Form S-8 (File No.
333-108976)).

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

II-3

(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;

provided, however, that the undertakings set forth in paragraphs (a)(i) and
(a)(ii) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the SEC by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in this
Registration Statement.

(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment will be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time will be deemed to be the initial
bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.

(d) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 6 of
this Registration Statement, or otherwise, the registrant has been advised
that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
hereby certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 22, 2004.

THE BEAR STEARNS COMPANIES INC.

By: /s/ Samuel L. Molinaro Jr.
----------------------------------
Samuel L. Molinaro Jr.
Executive Vice President
and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 22, 2004.

Signature Title
--------- -----

THE BEAR STEARNS COMPANIES INC.

* Chairman of the Board, Chief
------------------------------------ Executive Officer (Principal
James E. Cayne Executive Officer) and Director

/s/ Henry S. Bienen Director
------------------------------------
Henry S. Bienen

* Director
------------------------------------
Carl D. Glickman

* Chairman of the Executive
------------------------------------ Committee and Director
Alan C. Greenberg

* Director
------------------------------------
Donald J. Harrington

* Director
------------------------------------
Frank T. Nickell

* Director
------------------------------------
Paul A. Novelly

II-5

Signature Title
--------- -----

* Director
------------------------------------
Frederic V. Salerno

* President, Co-Chief Operating
------------------------------------ Officer and Director
Alan D. Schwartz

* President, Co-Chief Operating
------------------------------------ Officer and Director
Warren J. Spector

* Director
------------------------------------
Vincent Tese

Director
------------------------------------
Wesley S. Williams, Jr.

/s/ Samuel L. Molinaro Jr. Executive Vice President and Chief
------------------------------------ Financial Officer
Samuel L. Molinaro Jr. (Principal Financial Officer)

Controller
/s/ Jeffrey M. Farber (Principal Accounting Officer)
------------------------------------
Jeffrey M. Farber

* By: /s/ Samuel L. Molinaro Jr.
--------------------------------
Samuel L. Molinaro Jr.
Attorney-in-Fact

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EXHIBIT INDEX

Exhibit
Number Description
------- -----------

4(a)(1) -- Restated Certificate of Incorporation of the registrant
(incorporated by reference to Exhibit 4(a)(1) to the
Registration Statement on Form S-3 (File No. 333-57083)).

4(a)(2) -- Certificate of Amendment of Restated Certificate of
Incorporation of the registrant (incorporated by reference to
Exhibit 4(a)(2) to the Registration Statement on Form S-8
(File No. 333-92357)).

4(a)(3) -- Certificate of Stock Designation relating to the
registrant's 6.15% Cumulative Preferred Stock, Series E
(incorporated by reference to Exhibit 1.4 to the Registration
Statement on Form 8-A filed on January 14, 1998).

4(a)(4) -- Certificate of Stock Designation relating to the
registrant's 5.72% Cumulative Preferred Stock, Series F
(incorporated by reference to Exhibit 1.4 to the Registration
Statement on Form 8-A filed on April 20, 1998).

4(a)(5) -- Certificate of Stock Designation relating to the
registrant's 5.49% Cumulative Preferred Stock, Series G
(incorporated by reference to Exhibit 1.4 to the Registration
Statement on Form 8-A filed on June 18, 1998).

4(a)(6) -- Certificate of Elimination of the Cumulative Convertible
Preferred Stock, Series A; Cumulative Convertible Preferred
Stock, Series B; Cumulative Convertible Preferred Stock,
Series C; and Cumulative Convertible Preferred Stock, Series
D of the registrant (incorporated by reference to Exhibit
4(d)(9) to the Current Report on Form 8-K filed on January
15, 2002).

4(a)(7) -- Certificate of Elimination of the 7.88% Cumulative
Convertible Preferred Stock, Series B of the registrant
(incorporated by reference to Exhibit 4(d)(10) to the Current
Report on Form 8-K filed on January 15, 2002).

4(a)(8) -- Certificate of Elimination of the 7.60% Cumulative
Convertible Preferred Stock, Series C of the registrant
(incorporated by reference to Exhibit 4(d)(11) to the Current
Report on Form 8-K filed on January 15, 2002).

4(b) -- Amended and Restated By-laws of the registrant as amended
through January 8, 2002 (incorporated by reference to Exhibit
4(d)(6) to the Current Report on Form 8-K filed on January
15, 2002).

II-7

5 -- Opinion of Cadwalader, Wickersham & Taft LLP (previously
filed with the Registration Statement on Form S-8 (File No.
333-108976)).

10(a) -- The Bear Stearns Companies Inc. Capital Accumulation Plan for
Senior Managing Directors (amended and restated as of October
28, 1999, and further amended as of March 31, 2004)
(incorporated by reference to Exhibit 10(a)(1) to the
Quarterly Report on Form 10-Q for the fiscal quarter ended
May 31, 2004, filed on July 15, 2004).

10(b) -- The Bear Stearns Companies Inc. Capital Accumulation Plan for
Senior Managing Directors (amended and restated November 29,
2000 for plan years beginning on or after July 1, 1999, and
further amended as of March 31, 2004) (incorporated by
reference to Exhibit 10(a)(2) to the Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2004, filed on
July 15, 2004).

10(c) -- The Bear Stearns Companies Inc. Restricted Stock Unit Plan
(amended and restated as of March 31, 2004) (incorporated by
reference to Exhibit 10(a)(4) to the Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2004, filed on
July 15, 2004).

23(a) -- Consent of Deloitte & Touche LLP.

23(b) -- Consent of Cadwalader, Wickersham & Taft LLP (included in
Exhibit 5 to the Registration Statement on Form S-8 (File No.
333-108976)).

24 -- Power of attorney (included in the signature pages to the
Registration Statement on Form S-8 (File No. 333-108976)).

II-8